EMPLOYMENT AGREEMENT



         AGREEMENT by and between, APL Limited a
Delaware corporation (the "Company"), and James S.
Marston (the "Executive"), dated as of the 28th day of
January, 1997.

         The Board of Directors of the Company (the
"Board"), has determined that it is in the best
interests of the Company and its shareholders to assure
that the Company will have the continued dedication of
the Executive, notwithstanding the possibility, threat
or occurrence of a Change of Control (as defined below)
of the Company.  The Board believes it is imperative to
diminish the inevitable distraction of the Executive by
virtue of the personal uncertainties and risks created
by a pending or threatened Change of Control and to
encourage the Executive's full attention and dedication
to the Company currently and in the event of any
threatened or pending Change of Control, and to provide
the Executive with compensation and benefits
arrangements upon a Change of Control which ensure that
the compensation and benefits expectations of the
Executive will be satisfied and which are competitive
with those of other corporations.  Therefore, in order
to accomplish these objectives, the Board has caused
the Company to enter into this Agreement.

         NOW, THEREFORE, IT IS HEREBY AGREED AS
FOLLOWS:

         1.  Certain Definitions.  (a)  The "Effective
Date" shall mean the first date during the Change of
Control Period (as defined in Section 1(b)) on which a
Change of Control (as defined in Section 2) occurs.
Anything in this Agreement to the contrary
notwithstanding, if a Change of Control occurs and if
the Executive's employment with the Company is
terminated prior to the date on which the Change of
Control occurs, and if it is reasonably demonstrated by
the Executive that such termination of employment (i)
was at the request of a third party who has taken steps
reasonably calculated to effect a Change of Control, or
(ii) otherwise arose in connection with or anticipation
of a Change of Control, then for all purposes of this
Agreement the "Effective Date" shall mean the date
immediately prior to the date of such termination of
employment.

         (b)  The "Change of Control Period" shall mean
the period commencing on the date hereof and ending on
the first anniversary of the date hereof.

         2.  Change of Control.   For the purpose of
this Agreement, a "Change of Control" shall mean:

         (a)  The acquisition by any individual, entity
or group (within the meaning of Section 13(d)(3) or
14(d)(2) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act")) (a "Person") of
beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 20% or more of
either (i) the then outstanding shares of common stock
of the Company (the "Outstanding Company Common Stock")
or (ii) the combined voting power of the then
outstanding voting securities of the Company entitled
to vote generally in the election of directors (the
"Outstanding Company Voting Securities"); provided,
however, that for purposes of this subsection (a), the
following acquisitions shall not constitute a Change of
Control:  (i) any acquisition of such shares by the
Company, (ii) any acquisition of such shares by any
employee benefit plan (or related trust) sponsored or
maintained by the Company or any corporation controlled
by the Company or (iii) any acquisition of such shares
by any corporation pursuant to a transaction which
complies with clauses (i), (ii) and (iii) of subsection
(c) of this Section 2; or

         (b)  Individuals who, as of the date hereof,
constitute the Board (the "Incumbent Board") cease for
any reason to constitute at least a majority of the
Board; provided, however, that any individual becoming
a director subsequent to the date hereof whose
election, or nomination for election by the Company's
shareholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent
Board shall be considered as though such individual
were a member of the Incumbent Board, but excluding,
for this purpose, any such individual whose initial
assumption of office occurs as a result of an actual or
threatened election contest with respect to the
election or removal of directors or other actual or
threatened solicitation of proxies or consents by or on
behalf of a Person other than the Board; or

         (c)  Consummation of a reorganization, merger
or consolidation or sale or other disposition of all or
substantially all of the assets of the Company (a
"Business Combination"), in each case, unless,
following such Business Combination, (i) all or
substantially all of the individuals and entities who
were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such
Business Combination beneficially own, directly or
indirectly, more than 50% of, respectively, the then
outstanding shares of common stock and the combined
voting power of the then outstanding voting securities
entitled to vote generally in the election of
directors, as the case may be, of the corporation
resulting from such Business Combination (including,
without limitation, a corporation which as a result of
such transaction owns the Company or all or
substantially all of the Company's assets either
directly or through one or more subsidiaries) in sub
stantially the same proportions as their ownership,
immediately prior to such Business Combination of the
Outstanding Company Common Stock and Outstanding
Company Voting Securities, as the case may be, (ii) no
Person (excluding any corporation resulting from such
Business Combination or any employee benefit plan (or
related trust) of the Company or such corporation
resulting from such Business Combination) beneficially
owns, directly or indirectly, 20% or more of,
respectively, the then outstanding shares of common
stock of the corporation resulting from such Business
Combination or the combined voting power of the then
outstanding voting securities of such corporation
except to the extent that such ownership existed prior
to the Business Combination and (iii) at least a
majority of the members of the board of directors of
the corporation resulting from such Business
Combination were members of the Incumbent Board at the
time of the execution of the initial agreement, or of
the action of the Board, providing for such Business
Combination; or

         (d)  Approval by the shareholders of the
Company of a complete liquidation or dissolution of the
Company.

         3.  Employment Period.  The Company hereby
agrees to continue the Executive in its employ, and the
Executive hereby agrees to remain in the employ of the
Company subject to the terms and conditions of this
Agreement, for the period commencing on the Effective
Date and ending on the 31st day immediately following
the first anniversary of the Effective Date  (the
"Employment Period").

         4.  Terms of Employment.  (a)  Position and
Duties.  (i)  During the Employment Period, (A) the
Executive's position (including status, offices, titles
and reporting requirements), authority, duties and
responsibilities shall be at least commensurate in all
material respects with the most significant of those
held, exercised and assigned at any time during the 120-
day period immediately preceding the Effective Date and
(B) the Executive's services shall be performed at the
location where the Executive was employed immediately
preceding the Effective Date or any office or location
less than 35 miles from such location.

              (ii)  During the Employment Period, and
excluding any periods of vacation and sick leave to
which the Executive is entitled, the Executive agrees
to devote reasonable attention and time during normal
business hours to the business and affairs of the
Company and, to the extent necessary to discharge the
responsibilities assigned to the Executive hereunder,
to use the Executive's reasonable best efforts to
perform faithfully and efficiently such
responsibilities.  During the Employment Period it
shall not be a violation of this Agreement for the
Executive to (A) serve on corporate, civic or
charitable boards or committees, (B) deliver lectures,
fulfill speaking engagements or teach at educational
institutions and (C) manage personal investments, so
long as such activities do not significantly interfere
with the performance of the Executive's
responsibilities as an employee of the Company in
accordance with this Agreement.  It is expressly
understood and agreed that to the extent that any such
activities have been conducted by the Executive prior
to the Effective Date, the continued conduct of such
activities (or the conduct of activities similar in
nature and scope thereto) subsequent to the Effective
Date shall not thereafter be deemed to interfere with
the performance of the Executive's responsibilities to
the Company.

         (b)  Compensation.  (i)  Base Salary.  During
the Employment Period, the Executive shall receive an
annual base salary ("Annual Base Salary"), which shall
be paid at a monthly rate, at least equal to twelve
times the highest monthly base salary paid or payable,
including any base salary which has been earned but
deferred, to the Executive by the Company and its
affiliated companies in respect of the twelve-month
period immediately preceding the month in which the
Effective Date occurs.  During the Employment Period,
the Annual Base Salary shall be reviewed no more than
12 months after the last salary increase awarded to the
Executive prior to the Effective Date and thereafter at
least annually.  Any increase in Annual Base Salary
shall not serve to limit or reduce any other obligation
to the Executive under this Agreement.  Annual Base
Salary shall not be reduced after any such increase and
the term Annual Base Salary as utilized in this
Agreement shall refer to Annual Base Salary as so
increased.  As used in this Agreement, the term
"affiliated companies" shall include any company
controlled by, controlling or under common control with
the Company.

              (ii)  Annual Bonus.  In addition to
Annual Base Salary, the Executive shall be awarded, for
each fiscal year ending during the Employment Period,
an annual bonus (the "Annual Bonus") in cash at least
equal to the Executive's target bonus under the
Company's annual bonus program, or any comparable bonus
under any predecessor or successor plan for the year
prior to the year in which the Effective Date occurs
(the "Target Bonus").  Each such Annual Bonus shall be
paid no later than the end of the third month of the
fiscal year next following the fiscal year for which
the Annual Bonus is awarded, unless the Executive shall
elect to defer the receipt of such Annual Bonus.

              (iii)  Incentive, Savings and Retirement
Plans.  During the Employment Period, the Executive
shall be entitled to participate in all incentive,
savings and retirement plans, practices, policies and
programs applicable generally to other peer executives
of the Company and its affiliated companies, but in no
event shall such plans, practices, policies and
programs provide the Executive with incentive
opportunities (measured with respect to both regular
and special incentive opportunities, to the extent, if
any, that such distinction is applicable), savings
opportunities and retirement benefit opportunities, in
each case, less favorable, in the aggregate, than the
most favorable of those provided by the Company and its
affiliated companies for the Executive under such
plans, practices, policies and programs as in effect at
any time during the 120-day period immediately
preceding the Effective Date or if more favorable to
the Executive, those provided generally at any time
after the Effective Date to other peer executives of
the Company and its affiliated companies.

              (iv)  Welfare Benefit Plans.  During the
Employment Period, the Executive and/or the Executive's
family, as the case may be, shall be eligible for
participation in and shall receive all benefits under
welfare benefit plans, practices, policies and programs
provided by the Company and its affiliated companies
(including, without limitation, medical, prescription,
dental, disability, employee life, group life,
accidental death and travel accident insurance plans
and programs) to the extent applicable generally to
other peer executives of the Company and its affiliated
companies, but in no event shall such plans, practices,
policies and programs provide the Executive with
benefits which are less favorable, in the aggregate,
than the most favorable of such plans, practices,
policies and programs in effect for the Executive at
any time during the 120-day period immediately
preceding the Effective Date or, if more favorable to
the Executive, those provided generally at any time
after the Effective Date to other peer executives of
the Company and its affiliated companies.

              (v)  Expenses.  During the Employment
Period, the Executive shall be entitled to receive
prompt reimbursement for all reasonable expenses
incurred by the Executive in accordance with the most
favorable policies, practices and procedures of the
Company and its affiliated companies in effect for the
Executive at any time during the 120-day period
immediately preceding the Effective Date or, if more
favorable to the Executive, as in effect generally at
any time thereafter with respect to other peer
executives of the Company and its affiliated companies.

              (vi)  Fringe Benefits.  During the
Employment Period, the Executive shall be entitled to
fringe benefits, including, without limitation, tax and
financial planning services, payment of club dues, and,
if applicable, use of an automobile and payment of
related expenses, in accordance with the most favorable
plans, practices, programs and policies of the Company
and its affiliated companies in effect for the
Executive at any time during the 120-day period
immediately preceding the Effective Date or, if more
favorable to the Executive, as in effect generally at
any time thereafter with respect to other peer
executives of the Company and its affiliated companies.

              (vii)  Office and Support Staff.  During
the Employment Period, the Executive shall be entitled
to an office or offices of a size and with furnishings
and other appointments, and to exclusive personal
secretarial and other assistance, at least equal to the
most favorable of the foregoing provided to the
Executive by the Company and its affiliated companies
at any time during the 120-day period immediately
preceding the Effective Date or, if more favorable to
the Executive, as provided generally at any time
thereafter with respect to other peer executives of the
Company and its affiliated companies.

              (viii)  Vacation.  During the Employment
Period, the Executive shall be entitled to paid
vacation in accordance with the most favorable plans,
policies, programs and practices of the Company and its
affiliated companies as in effect for the Executive at
any time during the 120-day period immediately
preceding the Effective Date or, if more favorable to
the Executive, as in effect generally at any time
thereafter with respect to other peer executives of the
Company and its affiliated companies.

         5.  Termination of Employment.  (a)  Death or
Disability.  The Executive's employment shall terminate
automatically upon the Executive's death during the
Employment Period.  If the Company determines in good
faith that the Disability of the Executive has occurred
during the Employment Period (pursuant to the
definition of Disability set forth below), it may give
to the Executive written notice in accordance with
Section 12(b) of this Agreement of its intention to
terminate the Executive's employment.  In such event,
the Executive's employment with the Company shall
terminate effective on the 30th day after receipt of
such notice by the Executive (the "Disability Effective
Date"), provided that, within the 30 days after such
receipt, the Executive shall not have returned to full-
time performance of the Executive's duties.  For
purposes of this Agreement, "Disability" shall mean the
absence of the Executive from the Executive's duties
with the Company on a full-time basis for 180
consecutive business days as a result of incapacity due
to mental or physical illness which is determined to be
total and permanent by a physician selected by the
Company or its insurers and acceptable to the Executive
or the Executive's legal representative.

         (b)  Cause.  The Company may terminate the
Executive's employment during the Employment Period for
Cause.  For purposes of this Agreement, "Cause" shall
mean:

          (i)  the willful and continued failure of the
    Executive to perform substantially the Executive's
    duties with the Company or one of its affiliates
    (other than any such failure resulting from
    incapacity due to physical or mental illness),
    after a written demand for substantial performance
    is delivered to the Executive by the Board or the
    Chief Executive Officer of the Company which
    specifically identifies the manner in which the
    Board or Chief Executive Officer believes that the
    Executive has not substantially performed the
    Executive's duties, or

         (ii)  the willful engaging by the Executive in
    illegal conduct or gross misconduct which is
    materially and demonstrably injurious to the
    Company.

For purposes of this provision, no act or failure to
act, on the part of the Executive, shall be considered
"willful" unless it is done, or omitted to be done, by
the Executive in bad faith or without reasonable belief
that the Executive's action or omission was in the best
interests of the Company.  Any act, or failure to act,
based upon authority given pursuant to a resolution
duly adopted by the Board or upon the instructions of
the Chief Executive Officer or a senior officer of the
Company or based upon the advice of counsel for the
Company shall be conclusively presumed to be done, or
omitted to be done, by the Executive in good faith and
in the best interests of the Company.  The cessation of
employment of the Executive shall not be deemed to be
for Cause unless and until there shall have been
delivered to the Executive a copy of a resolution duly
adopted by the affirmative vote of not less than three-
quarters of the entire membership of the Board at a
meeting of the Board called and held for such purpose
(after reasonable notice is provided to the Executive
and the Executive is given an opportunity, together
with counsel, to be heard before the Board), finding
that, in the good faith opinion of the Board, the
Executive is guilty of the conduct described in
subparagraph (i) or (ii) above, and specifying the
particulars thereof in detail.

         (c)  Good Reason.  The Executive's employment
may be terminated by the Executive for Good Reason.
For purposes of this Agreement, "Good Reason" shall
mean:

          (i)  the assignment to the Executive of any
    duties inconsistent in any respect with the
    Executive's position (including status, offices,
    titles and reporting requirements), authority, du
    ties or responsibilities as contemlated by Section
    4(a) of this Agreement, or any other action by the
    Company which results in a diminution in such
    position, authority, duties or responsibilities,
    excluding for this purpose an isolated,
    insubstantial and inadvertent action not taken in
    bad faith and which is remedied by the Company
    promptly after receipt of notice thereof given by
    the Executive;

          (ii)  any failure by the Company to comply
    with any of the provisions of Section 4(b) of this
    Agreement, other than an isolated, insubstantial
    and inadvertent failure not occurring in bad faith
    and which is remedied by the Company promptly after
    receipt of notice thereof given by the Executive;

          (iii)  the Company's requiring the Executive
    to be based at any office or location other than as
    provided in Section 4(a)(i)(B) hereof or the
    Company's requiring the Executive to travel on
    Company business to a substantially greater extent
    than required immediately prior to the Effective
    Date;

          (iv)  any purported termination by the
    Company of the Executive's employment otherwise
    than as expressly  permitted by this Agreement; or

          (v)  any failure by the Company to comply
    with and satisfy Section 11(c) of this Agreement.

For purposes of this Section 5(c), any good faith
determination of "Good Reason" made by the Executive
shall be conclusive.  Anything in this Agreement to the
contrary notwithstanding, a termination by the
Executive for any reason during the 30-day period
immediately following the first anniversary of the
Effective Date shall be deemed to be a termination for
Good Reason for all purposes of this Agreement.

         (d)  Notice of Termination.  Any termination
by the Company for Cause, or by the Executive for Good
Reason, shall be communicated by Notice of Termination
to the other party hereto given in accordance with
Section 12(b) of this Agreement.  For purposes of this
Agreement, a "Notice of Termination" means a written
notice which (i) indicates the specific termination
provision in this Agreement relied upon, (ii) to the
extent applicable, sets forth in reasonable detail the
facts and circumstances claimed to provide a basis for
termination of the Executive's employment under the
provision so indicated and (iii) if the Date of
Termination (as defined below) is other than the date
of receipt of such notice, specifies the termination
date (which date shall be not more than thirty days
after the giving of such notice).  The failure by the
Executive or the Company to set forth in the Notice of
Termination any fact or circumstance which contributes
to a showing of Good Reason or Cause shall not waive
any right of the Executive or the Company,
respectively, hereunder or preclude the Executive or
the Company, respectively, from asserting such fact or
circumstance in enforcing the Executive's or the
Company's rights hereunder.

         (e)  Date of Termination.  "Date of
Termination" means (i) if the Executive's employment is
terminated by the Company for Cause, or by the
Executive for Good Reason, the date of receipt of the
Notice of Termination or any later date specified
therein, as the case may be, (ii) if the Executive's
employment is terminated by the Company other than for
Cause or Disability, the Date of Termination shall be
the date on which the Company notifies the Executive of
such termination and (iii) if the Executive's
employment is terminated by reason of death or
Disability, the Date of Termination shall be the date
of death of the Executive or the Disability Effective
Date, as the case may be.

         6.  Obligations of the Company upon
Termination.  (a)  Good Reason; Other Than for Cause,
Death or Disability.  If, during the Employment Period,
the Company shall terminate the Executive's employment
other than for Cause or Disability or the Executive
shall terminate employment for Good Reason:

        (i)   the Company shall pay to the Executive in
    a lump sum in cash within 30 days after the Date of
    Termination the aggregate of the following amounts:

              A.  the sum of (1) the Executive's Annual
         Base Salary through the Date of Termination to
         the extent not theretofore paid, (2) the
         product of (x) the higher of (I) the Target
         Bonus and (II) the Annual Bonus paid or
         payable, including any bonus or portion
         thereof which has been earned but deferred
         (and annualized for any fiscal year consisting
         of less than twelve full months or during
         which the Executive was employed for less than
         twelve full months), for the most recently
         completed fiscal year during the Employment
         Period, if any (such higher amount being
         referred to as the "Highest Annual Bonus") and
         (y) a fraction, the numerator of which is the
         number of days in the current fiscal year
         through the Date of Termination, and the
         denominator of which is 365 and (3) any
         compensation previously deferred by the
         Executive (together with any accrued interest
         or earnings thereon) and any accrued vacation
         pay, in each case to the extent not
         theretofore paid (the sum of the amounts
         described in clauses (1), (2), and (3) shall
         be hereinafter referred to as the "Accrued
         Obligations"); and

              B.  the amount equal to the product of
         (1) two and (2) the sum of (x) the Executive's
         Annual Base Salary and (y) the Highest Annual
         Bonus; and

              C. an amount equal to the excess of (a)
         the actuarial equivalent of the benefit under
         the Company's qualified defined benefit
         retirement plan (the "Retirement Plan")
         (utilizing actuarial assumptions no less
         favorable to the Executive than those in
         effect under the Company's Retirement Plan
         immediately prior to the Effective Date), and
         any excess or supplemental retirement plan in
         which the Executive participates (together,
         the "SERP") which the Executive would receive
         if the Executive's employment continued for
         two years after the Date of Termination
         assuming for this purpose that all accrued
         benefits are fully vested, and, assuming that
         the Executive's compensation in each of the
         two years is that required by Section 4(b)(i)
         and Section 4(b)(ii), over (b) the actuarial
         equivalent of the Executive's actual benefit
         (paid or payable), if any, under the
         Retirement Plan and the SERP as of the Date of
         Termination;

        (ii)  for two years after the Executive's Date
    of Termination, or such longer period as may be
    provided by the terms of the appropriate plan,
    program, practice or policy, the Company shall
    continue benefits to the Executive and/or the
    Executive's family at least equal to those which
    would have been provided to them in accordance with
    the plans, programs, practices and policies
    described in Section 4(b)(iv) of this Agreement if
    the Executive's employment had not been terminated
    or, if more favorable to the Executive, as in
    effect generally at any time thereafter with
    respect to other peer executives of the Company and
    its affiliated companies and their families,
    provided, however, that if the Executive becomes
    reemployed with another employer and is eligible to
    receive medical or other welfare benefits under
    another employer provided plan, the medical and
    other welfare benefits described herein shall be
    secondary to those provided under such other plan
    during such applicable period of eligibility.  For
    purposes of determining eligibility (but not the
    time of commencement of benefits) of the Executive
    for retiree benefits pursuant to such plans,
    practices, programs and policies, the Executive
    shall be considered to have remained employed until
    two years after the Date of Termination and to have
    retired on the last day of such period;

        (iii)  the Company shall, at its sole expense
    as incurred, provide the Executive with
    outplacement services the scope and provider of
    which shall be selected by the Executive in his
    sole discretion; and

         (iv)  to the extent not theretofore paid or
    provided, the Company shall timely pay or provide
    to the Executive any other amounts or benefits
    required to be paid or provided or which the
    Executive is eligible to receive under any plan,
    program, policy or practice or contract or
    agreement of the Company and its affiliated
    companies (such other amounts and benefits shall be
    hereinafter referred to as the "Other Benefits").

         (b)  Death.  If the Executive's employment is
terminated by reason of the Executive's death during
the Employment Period, this Agreement shall terminate
without further obligations to the Executive's legal
representatives under this Agreement, other than for
payment of Accrued Obligations and the timely payment
or provision of Other Benefits.  Accrued Obligations
shall be paid to the Executive's estate or beneficiary,
as applicable, in a lump sum in cash within 30 days of
the Date of Termination.  With respect to the provision
of Other Benefits, the term Other Benefits as utilized
in this Section 6(b) shall include, without limitation,
and the Executive's estate and/or beneficiaries shall
be entitled to receive, benefits at least equal to the
most favorable benefits provided by the Company and
affiliated companies to the estates and beneficiaries
of peer executives of the Company and such affiliated
companies under such plans, programs, practices and
policies relating to death benefits, if any, as in
effect with respect to other peer executives and their
beneficiaries at any time during the 120-day period
immediately preceding the Effective Date or, if more
favorable to the Executive's estate and/or the
Executive's beneficiaries, as in effect on the date of
the Executive's death with respect to other peer
executives of the Company and its affiliated companies
and their beneficiaries.

         (c)  Disability.  If the Executive's
employment is terminated by reason of the Executive's
Disability during the Employment Period, this Agreement
shall terminate without further obligations to the
Executive, other than for payment of Accrued
Obligations and the timely payment or provision of
Other Benefits.  Accrued Obligations shall be paid to
the Executive in a lump sum in cash within 30 days of
the Date of Termination.  With respect to the provision
of Other Benefits, the term Other Benefits as utilized
in this Section 6(c) shall include, and the Executive
shall be entitled after the Disability Effective Date
to receive, disability and other benefits at least
equal to the most favorable of those generally provided
by the Company and its affiliated companies to disabled
executives and/or their families in accordance with
such plans, programs, practices and policies relating
to disability, if any, as in effect generally with
respect to other peer executives and their families at
any time during the 120-day period immediately
preceding the Effective Date or, if more favorable to
the Executive and/or the Executive's family, as in
effect at any time thereafter generally with respect to
other peer executives of the Company and its affiliated
companies and their families.

         (d)  Cause; Other than for Good Reason.  If
the Executive's employment shall be terminated for
Cause during the Employment Period, this Agreement
shall terminate without further obligations to the
Executive other than the obligation to pay to the
Executive (x) his Annual Base Salary through the Date
of Termination, (y) the amount of any compensation
previously deferred by the Executive, and (z) Other
Benefits, in each case to the extent theretofore
unpaid.  If the Executive voluntarily terminates
employment during the Employment Period, excluding a
termination for Good Reason, this Agreement shall
terminate without further obligations to the Executive,
other than for Accrued Obligations and the timely
payment or provision of Other Benefits.  In such case,
all Accrued Obligations shall be paid to the Executive
in a lump sum in cash within 30 days of the Date of
Termination.

         7.  Non-exclusivity of Rights.  Nothing in
this Agreement shall prevent or limit the Executive's
continuing or future participation in any plan,
program, policy or practice provided by the Company or
any of its affiliated companies and for which the
Executive may qualify, nor, subject to Section 12(f),
shall anything herein limit or otherwise affect such
rights as the Executive may have under any contract or
agreement with the Company or any of its affiliated
companies.  Amounts which are vested benefits or which
the Executive is otherwise entitled to receive under
any plan, policy, practice or program of or any
contract or agreement with the Company or any of its
affiliated companies at or subsequent to the Date of
Termination shall be payable in accordance with such
plan, policy, practice or program or contract or
agreement except as explicitly modified by this
Agreement.

         8.  Full Settlement.  The Company's obligation
to make the payments provided for in this Agreement and
otherwise to perform its obligations hereunder shall
not be affected by any set-off, counterclaim,
recoupment, defense or other claim, right or action
which the Company may have against the Executive or
others.  In no event shall the Executive be obligated
to seek other employment or take any other action by
way of mitigation of the amounts payable to the
Executive under any of the provisions of this Agreement
and such amounts shall not be reduced whether or not
the Executive obtains other employment.  The Company
agrees to pay as incurred, to the full extent permitted
by law, all legal fees and expenses which the Executive
may reasonably incur as a result of any contest
(regardless of the outcome thereof) by the Company, the
Executive or others of the validity or enforceability
of, or liability under, any provision of this Agreement
or any guarantee of performance thereof (including as a
result of any contest by the Executive about the amount
of any payment pursuant to this Agreement), plus in
each case interest on any delayed payment at the
applicable Federal rate provided for in Section
7872(f)(2)(A) of the Internal Revenue Code of 1986, as
amended (the "Code").

         9.  Certain Additional Payments by the
Company.

         (a)  Anything in this Agreement to the
contrary notwithstanding and except as set forth below,
in the event it shall be determined that any payment or
distribution by the Company to or for the benefit of
the Executive (whether paid or payable or distributed
or distributable pursuant to the terms of this
Agreement or otherwise, but determined without regard
to any additional payments required under this
Section 9) (a "Payment") would be subject to the excise
tax imposed by Section 4999 of the Code or any interest
or penalties are incurred by the Executive with respect
to such excise tax (such excise tax, together with any
such interest and penalties, are hereinafter
collectively referred to as the "Excise Tax"), then the
Executive shall be entitled to receive an additional
payment (a "Gross-Up Payment") in an amount such that
after payment by the Executive of all taxes (including
any interest or penalties imposed with respect to such
taxes), including, without limitation, any income taxes
(and any interest and penalties imposed with respect
thereto) and Excise Tax imposed upon the Gross-Up
Payment, the Executive retains an amount of the Gross-
Up Payment equal to the Excise Tax imposed upon the
Payments.  Notwithstanding the foregoing provisions of
this Section 9(a), if it shall be determined that the
Executive is entitled to a Gross-Up Payment, but that
the Payments do not exceed 110% of the greatest amount
(the "Reduced Amount") that could be paid to the
Executive such that the receipt of Payments would not
give rise to any Excise Tax, then no Gross-Up Payment
shall be made to the Executive and the Payments, in the
aggregate, shall be reduced to the Reduced Amount.

         (b)  Subject to the provisions of
Section 9(c), all determinations required to be made
under this Section 9, including whether and when a
Gross-Up Payment is required and the amount of such
Gross-Up Payment and the assumptions to be utilized in
arriving at such determination, shall be made by Arthur
Andersen & Co. or such other certified public
accounting firm as may be designated by the Executive
(the "Accounting Firm") which shall provide detailed
supporting calculations both to the Company and the
Executive within 15 business days of the receipt of
notice from the Executive that there has been a
Payment, or such earlier time as is requested by the
Company.  In the event that the Accounting Firm is
serving as accountant or auditor for the individual,
entity or group effecting the Change of Control, the
Executive shall appoint another nationally recognized
accounting firm to make the determinations required
hereunder (which accounting firm shall then be referred
to as the Accounting Firm hereunder).  All fees and
expenses of the Accounting Firm shall be borne solely
by the Company.  Any Gross-Up Payment, as determined
pursuant to this Section 9, shall be paid by the
Company to the Executive within five days of the
receipt of the Accounting Firm's determination.  Any
determination by the Accounting Firm shall be binding
upon the Company and the Executive.  As a result of the
uncertainty in the application of Section 4999 of the
Code at the time of the initial determination by the
Accounting Firm hereunder, it is possible that Gross-Up
Payments which will not have been made by the Company
should have been made ("Underpayment"), consistent with
the calculations required to be made hereunder.  In the
event that the Company exhausts its remedies pursuant
to Section 9(c) and the Executive thereafter is
required to make a payment of any Excise Tax, the
Accounting Firm shall determine the amount of the
Underpayment that has occurred and any such
Underpayment shall be promptly paid by the Company to
or for the benefit of the Executive.

         (c)  The Executive shall notify the Company in
writing of any claim by the Internal Revenue Service
that, if successful, would require the payment by the
Company of the Gross-Up Payment.  Such notification
shall be given as soon as practicable but no later than
ten business days after the Executive is informed in
writing of such claim and shall apprise the Company of
the nature of such claim and the date on which such
claim is requested to be paid.  The Executive shall not
pay such claim prior to the expiration of the 30-day
period following the date on which it gives such notice
to the Company (or such shorter period ending on the
date that any payment of taxes with respect to such
claim is due).  If the Company notifies the Executive
in writing prior to the expiration of such period that
it desires to contest such claim, the Executive shall:

        (i)   give the Company any information
    reasonably requested by the Company relating to
    such claim,

        (ii)  take such action in connection with
    contesting such claim as the Company shall
    reasonably request in writing from time to time,
    including, without limitation, accepting legal
    representation with respect to such claim by an
    attorney reasonably selected by the Company,

        (iii) cooperate with the Company in good faith
    in order effectively to contest such claim, and

        (iv)  permit the Company to participate in any
    proceedings relating to such claim;

provided, however, that the Company shall bear and pay
directly all costs and expenses (including additional
interest and penalties) incurred in connection with
such contest and shall indemnify and hold the Executive
harmless, on an after-tax basis, for any Excise Tax or
income tax (including interest and penalties with
respect thereto) imposed as a result of such
representation and payment of costs and expenses.
Without limitation on the foregoing provisions of this
Section 9(c), the Company shall control all proceedings
taken in connection with such contest and, at its sole
option, may pursue or forgo any and all administrative
appeals, proceedings, hearings and conferences with the
taxing authority in respect of such claim and may, at
its sole option, either direct the Executive to pay the
tax claimed and sue for a refund or contest the claim
in any permissible manner, and the Executive agrees to
prosecute such contest to a determination before any
administrative tribunal, in a court of initial
jurisdiction and in one or more appellate courts, as
the Company shall determine; provided, however, that if
the Company directs the Executive to pay such claim and
sue for a refund, the Company shall advance the amount
of such payment to the Executive, on an interest-free
basis and shall indemnify and hold the Executive
harmless, on an after-tax basis, from any Excise Tax or
income tax (including interest or penalties with
respect thereto) imposed with respect to such advance
or with respect to any imputed income with respect to
such advance; and further provided that any extension
of the statute of limitations relating to payment of
taxes for the taxable year of the Executive with
respect to which such contested amount is claimed to be
due is limited solely to such contested amount.
Furthermore, the Company's control of the contest shall
be limited to issues with respect to which a Gross-Up
Payment would be payable hereunder and the Executive
shall be entitled to settle or contest, as the case may
be, any other issue raised by the Internal Revenue
Service or any other taxing authority.

         (d)  If, after the receipt by the Executive of
an amount advanced by the Company pursuant to
Section 9(c), the Executive becomes entitled to receive
any refund with respect to such claim, the Executive
shall (subject to the Company's complying with the
requirements of Section 9(c)) promptly pay to the
Company the amount of such refund (together with any
interest paid or credited thereon after taxes
applicable thereto).  If, after the receipt by the
Executive of an amount advanced by the Company pursuant
to Section 9(c), a determination is made that the
Executive shall not be entitled to any refund with
respect to such claim and the Company does not notify
the Executive in writing of its intent to contest such
denial of refund prior to the expiration of 30 days
after such determination, then such advance shall be
forgiven and shall not be required to be repaid and the
amount of such advance shall offset, to the extent
thereof, the amount of Gross-Up Payment required to be
paid.

         10.  Confidential Information.  The Executive
shall hold in a fiduciary capacity for the benefit of
the Company all secret or confidential information,
knowledge or data relating to the Company or any of its
affiliated companies, and their respective businesses,
which shall have been obtained by the Executive during
the Executive's employment by the Company or any of its
affiliated companies and which shall not be or become
public knowledge (other than by acts by the Executive
or representatives of the Executive in violation of
this Agreement).  After termination of the Executive's
employment with the Company, the Executive shall not,
without the prior written consent of the Company or as
may otherwise be required by law or legal process,
communicate or divulge any such information, knowledge
or data to anyone other than the Company and those
designated by it.  In no event shall an asserted
violation of the provisions of this Section 10
constitute a basis for deferring or withholding any
amounts otherwise payable to the Executive under this
Agreement.

         11.  Successors.  (a)  This Agreement is
personal to the Executive and without the prior written
consent of the Company shall not be assignable by the
Executive otherwise than by will or the laws of descent
and distribution.  This Agreement shall inure to the
benefit of and be enforceable by the Executive's legal
representatives.

         (b)  This Agreement shall inure to the benefit
of and be binding upon the Company and its successors
and assigns.

         (c)  The Company will require any successor
(whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all
of the business and/or assets of the Company to assume
expressly and agree to perform this Agreement in the
same manner and to the same extent that the Company
would be required to perform it if no such succession
had taken place.  As used in this Agreement, "Company"
shall mean the Company as hereinbefore defined and any
successor to its business and/or assets as aforesaid
which assumes and agrees to perform this Agreement by
operation of law, or otherwise.

         12.  Miscellaneous.  (a)  This Agreement shall
be governed by and construed in accordance with the
laws of the State of Delaware, without reference to
principles of conflict of laws.  The captions of this
Agreement are not part of the provisions hereof and
shall have no force or effect.  This Agreement may not
be amended or modified otherwise than by a written
agreement executed by the parties hereto or their
respective successors and legal representatives.

         (b)  All notices and other communications
hereunder shall be in writing and shall be given by
hand delivery to the other party or by registered or
certified mail, return receipt requested, postage
prepaid, addressed as follows:


         If to the Executive:
         James S. Marston
         1867 Royal Court
         Walnut Creek, CA 94595


         If to the Company:
         APL Limited
         1111 Broadway
         Oakland, CA 94607

         Attention:  General Counsel


or to such other address as either party shall have
furnished to the other in writing in accordance
herewith.  Notice and communications shall be effective
when actually received by the addressee.

         (c)  The invalidity or unenforceability of any
provision of this Agreement shall not affect the
validity or enforceability of any other provision of
this Agreement.

         (d)  The Company may withhold from any amounts
payable under this Agreement such Federal, state, local
or foreign taxes as shall be required to be withheld
pursuant to any applicable law or regulation.

         (e)  The Executive's or the Company's failure
to insist upon strict compliance with any provision of
this Agreement or the failure to assert any right the
Executive or the Company may have hereunder, including,
without limitation, the right of the Executive to
terminate employment for Good Reason pursuant to
Section 5(c)(i)-(v) of this Agreement, shall not be
deemed to be a waiver of such provision or right or any
other provision or right of this Agreement.

         (f)  The Executive and the Company acknowledge
that, except as may otherwise be provided under any
other written agreement between the Executive and the
Company, the employment of the Executive by the Company
is "at will" and, subject to Section 1(a) hereof, prior
to the Effective Date, the Executive's employment
and/or this Agreement may be terminated by either the
Executive or the Company at any time prior to the
Effective Date, in which case the Executive shall have
no further rights under this Agreement.  From and after
the Effective Date this Agreement shall supersede any
other agreement between the parties with respect to the
subject matter hereof.

         IN WITNESS WHEREOF, the Executive has hereunto
set the Executive's hand and, pursuant to the
authorization from its Board of Directors, the Company
has caused these presents to be executed in its name on
its behalf, all as of the day and year first above
written.



                                 /s/ James S. Marston
                                  James S. Marston



                             APL LIMITED

                             By:  Timothy J. Rhein